UK Mortgages Limited
(a closed-ended investment company incorporated in Guernsey with
registration number 60440)
LEI Number: 549300388LT7VTHCIT59
(The
“Company”)
6 december
2018
RESULT OF ANNUAL
GENERAL MEETING
At the Annual General Meeting of the Company held today, all
Ordinary Resolutions set out in the Annual General Meeting Notice
sent to Shareholders dated 6 November
2018 were duly passed.
Details of the proxy voting results which should be read along
side the Notice are noted below:
Ordinary
Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
1 |
147,075,560 |
0 |
0 |
0 |
2 |
140,395,301 |
0 |
6,680,259 |
0 |
3 |
140,395,301 |
0 |
6,680,259 |
0 |
4 |
140,395,301 |
0 |
0 |
6,680,259 |
5 |
147,075,560 |
0 |
0 |
0 |
6 |
147,075,560 |
0 |
0 |
0 |
7 |
147,075,560 |
0 |
0 |
0 |
8 |
147,075,560 |
0 |
0 |
0 |
9 |
147,075,560 |
0 |
0 |
0 |
10 |
147,075,560 |
0 |
0 |
0 |
11 |
147,075,560 |
0 |
0 |
0 |
12 |
147,075,560 |
0 |
0 |
0 |
13 |
147,075,560 |
0 |
0 |
0 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
The Extraordinary Resolutions were as follows:
Extraordinary Resolution 14
(147,075,560 in favour / 0 against / 0 withheld)
IT WAS RESOLVED THAT, in substitution of all existing powers,
(but in addition to any power conferred on them by Ordinary
Resolutions 11 and 12 above), the Directors be and are authorised
generally and unconditionally in accordance with Article 6.7 of the
Articles to exercise all powers of the Company to issue equity
securities (as defined in Article 6.1.1 of the Articles) for cash
as if the members’ pre-emption rights contained in Article 6.2 of
the Articles did not apply to any such issue pursuant to the
general authority conferred on them by the Ordinary Resolutions
numbered 11 and 12 above (as varied from time to time by the
Company in general meeting):
a) pursuant to an offer of equity
securities open for acceptance for a period fixed by the Directors
where the equity securities respectively attributable to the
interests of holders of Ordinary Shares are proportionate (as
nearly as may be) to the respective numbers of Ordinary Shares held
by them but subject to such exclusions or other arrangements in
connection with the issue as the Directors may consider necessary,
appropriate or expedient to deal with equity securities
representing fractional entitlements or to deal with legal or
practical problems arising in any overseas territory, the
requirements of any regulatory body or stock exchange, or any other
matter whatsoever; and
b) provided that (otherwise than
pursuant to sub-paragraph (a) above) this power shall be limited to
the allotment of equity securities up to an aggregate nominal value
equal to 10 per cent. of the total number of shares in issue in the
Company at the date of the passing of this Extraordinary
Resolution, and provided further that (i) the number of equity
securities to which this power applies shall be reduced from time
to time by the number of treasury shares which are sold pursuant to
any power conferred on the Directors by Ordinary Resolution 13
above and (ii) no issue of equity securities shall be made under
this power which would result in Ordinary Shares being issued at a
price which is less than the net asset value per Ordinary Share as
at the latest practicable date before such allotment of equity
securities as determined by the Directors in their reasonable
discretion,
and such power hereby conferred shall expire on whichever is the
earlier of: (i) the conclusion of the annual general meeting of the
Company to be held in 2019; or (ii) the date 15 months after the
date on which this Extraordinary Resolution is passed (unless
renewed, varied or revoked by the Company prior to that date) save
that the Company may, before such expiry, make offers or agreements
which would or might require equity securities to be issued after
such expiry and the Directors may issue equity securities in
pursuance to such offers or agreements as if the authority
conferred hereby had not expired.
Extraordinary Resolution 15
(137,388,291 in favour / 9,687,269 against / 0 withheld)
IT WAS RESOLVED THAT, conditional on Extraordinary Resolution 14
above having been passed, in substitution of all existing powers
(but in addition to any power conferred on them by Ordinary
Resolutions 11 and 12 above and in addition to and without
prejudice to the power granted by Extraordinary Resolution 14
above), the Directors be and are authorised generally and
unconditionally in accordance with Article 6.7 of the Articles to
exercise all powers of the Company to issue equity securities (as
defined in Article 6.1.1 of the Articles) for cash as if the
members’ pre-emption rights contained in Article 6.2 of the
Articles did not apply to any such issue pursuant to the general
authority conferred on them by the Ordinary Resolutions numbered 11
and 12 above (as varied from time to time by the Company in general
meeting):
a) pursuant to an offer of equity
securities open for acceptance for a period fixed by the Directors
where the equity securities respectively attributable to the
interests of holders of Ordinary Shares are proportionate (as
nearly as may be) to the respective numbers of Ordinary Shares held
by them but subject to such exclusions or other arrangements in
connection with the issue as the Directors may consider necessary,
appropriate or expedient to deal with equity securities
representing fractional entitlements or to deal with legal or
practical problems arising in any overseas territory, the
requirements of any regulatory body or stock exchange, or any other
matter whatsoever; and
b) provided that (otherwise than
pursuant to sub-paragraph (a) above) this power shall be limited to
the allotment of an additional number of equity securities up to an
aggregate nominal value equal to 10 per cent. of the total number
of shares in issue in the Company at the date of the passing of
this extraordinary resolution, and provided further that (i) the
number of equity securities to which this power applies shall be
reduced from time to time by the number of treasury shares which
are sold pursuant to any power conferred on the Directors by
Ordinary Resolution 13 above and (ii) no issue of equity securities
shall be made under this power which would result in Ordinary
Shares being issued at a price which is less than the net asset
value per Ordinary Share as at the latest practicable date before
such allotment of equity securities as determined by the Directors
in their reasonable discretion,
and such power hereby conferred shall expire on whichever is the
earlier of: (i) the conclusion of the annual general meeting of the
Company to be held in 2019; or (ii) the date 15 months after the
date on which this extraordinary resolution is passed (unless
renewed, varied or revoked by the Company prior to that date) save
that the Company may, before such expiry, make offers or agreements
which would or might require equity securities to be issued after
such expiry and the Directors may issue equity securities in
pursuance to such offers or agreements as if the authority
conferred hereby had not expired.
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END